0909011 Informal Interpretation

From:

(Redacted)

Sent:

Monday, September 21, 2009 7:23 PM

To:

Verne, B. Michael

Cc:

(Redacted)

Subject: Rule801.40

Mike,

I am writing toseek your views on the filing obligations of the parties to the proposedtransaction described below:

Company A (acorporation) and Company B (an LLC) plan to combine some of their businesses asfollows:

Company X, throughits wholly owned subsidiary X-sub (a corporation), owns approximately 40% ofthe interests in Company B. Company A will form Newco (a corporation) andcontribute some its assets to Newco. Company X will contribute its interest inCompany B through the merger of X-sub into Newco, with Newco surviving. CompanyX will receive Newco Common Stock as merger consideration. Company X will alsosell some of its Newco Common Stock to Company A. Newco now has twoshareholders, Company X (30%) and Company A (70%), and owns 40% of Company Band the contributed assets from Company A. Newco contributes the Company Aassets to Company B in exchange for additional interests in Company B, and, asa result, Newco owns a majority of the interests in Company B.

We have analyzedthis entire transaction as the formation of a joint venture under Rule 801.40with Company A and Company X, each filing as acquiring persons and neitherNewco nor Company B filing as acquired persons.

Do you agree withour analysis?